Company to rebrand and change name
CALGARY, Oct. 31, 2019 /CNW/ - Encana Corporation (NYSE,
TSX: ECA) today announced its intention to establish corporate
domicile in the United States. The
move, which requires shareholder, stock exchange and court
approval, is expected to occur in early 2020. As part of this
process, the new company will rebrand under the name Ovintiv Inc.
Additional information will be available on the Company's third
quarter 2019 financial and operating results conference call,
scheduled for today at 7 a.m. MT
(9 a.m. ET). Please see dial-in
details within this release.
"We are excited about our strategic transformation. Our Company
is positioned to compete in the broader markets and lead the
E&P industry on the road ahead," said CEO Doug Suttles. "Over the last five-plus years, we
have transformed our portfolio and our culture. We've created a
high quality, liquids focused multi-basin portfolio. Our focus on
innovation and efficiency is consistently delivering superior
financial and operational performance. A domicile in the United States will expose our Company to
increasingly larger pools of investment in U.S. index funds and
passively managed accounts, as well as better align us with our
U.S. peers. The change in corporate domicile will not change how we
run our day-to-day activities. However, our actions show that we
will leave no stone unturned to capture the value we deeply believe
exists within our equity."
Ovintiv will be uniquely positioned to be a leader in the
E&P industry, which is at the cusp of transformation today. The
Company is generating significant free cash flow, returning cash to
its shareholders and generating industry-competitive liquids growth
from its multi-basin portfolio of assets. It is this unique
combination that the Company believes will ultimately be
differentiated by the market.
In coordination with the change in corporate domicile, a
consolidation and share exchange will be completed for effectively
one share of common stock of Ovintiv for every five common shares
of Encana. A special meeting of Encana shareholders will be held in
early 2020 to approve the name change, the share consolidation and
the U.S. domicile. Approval by two-thirds of votes cast will
be required to approve the changes, as well as stock exchange and
Canadian court approvals. A preliminary proxy statement/prospectus
is expected to be filed with the U.S. Securities and Exchange
Commission and Canadian securities regulatory authorities in early
November. Following completion of the corporate redomicile and the
adoption of its new name, the new company will begin trading on
both the New York and Toronto stock exchanges under the ticker
symbol "OVV."
Conference Call Information
A conference call and
webcast to discuss this release and 2019 third quarter financial
and operating results will be held today at 7 a.m. MT (9 a.m.
ET). To participate, please dial 888-231-8191 (toll-free in
North America) or 647-427-7450
(international) approximately 10 minutes prior to the conference
call. The live audio webcast of the conference call, including
slides, will also be available on Encana's website, www.encana.com,
under Investors/Presentations & Events. The webcast will be
archived for approximately 90 days.
Important Information for Investors and
Securityholders
This communication is not intended to and does not constitute an
offer to sell, buy or exchange or the solicitation of an offer to
sell, buy or exchange any securities or the solicitation of any
vote or approval in any jurisdiction, nor shall there be any sale,
purchase, or exchange of securities or solicitation of any vote or
approval in any jurisdiction in contravention of applicable law. In
connection with the proposed corporate reorganization that
includes, among other things, the redomicile, Encana will cause its
subsidiary 1847432 Alberta ULC, a predecessor to Ovintiv Inc.
("Ovintiv"), to file a registration statement on Form S-4, which
will include Ovintiv's prospectus as well as Encana's proxy
statement (the "Proxy Statement/Prospectus"), with the U.S.
Securities and Exchange Commission (the "SEC") and Canadian
securities regulatory authorities. Encana plans to mail the
definitive Proxy Statement/Prospectus to its shareholders and
holders of its equity incentives in connection with the proposed
corporate reorganization. INVESTORS AND SECURITYHOLDERS OF ENCANA
ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SEC AND CANADIAN SECURITIES
REGULATORY AUTHORITIES CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ENCANA, OVINTIV, THE
CORPORATE REORGANIZATION AND RELATED MATTERS. Investors and
securityholders will be able to obtain free copies of the Proxy
Statement/Prospectus (when available) and other documents filed
with the SEC by Encana or Ovintiv through the website maintained by
the SEC at www.sec.gov. Investors and securityholders will also be
able to obtain free copies of the Proxy Statement/Prospectus (when
available) and other documents filed with Canadian securities
regulatory authorities by Encana, through the website maintained by
the Canadian Securities Administrators at www.sedar.com. In
addition, investors and securityholders will be able to obtain free
copies of the documents filed with the SEC and Canadian securities
regulatory authorities on Encana's website at www.encana.com or by
contacting Encana's Corporate Secretary.
Participants in the Solicitation
Encana and certain of its directors, executive officers and
employees may be considered participants in the solicitation of
proxies in connection with the proposed corporate reorganization.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of the
securityholders of Encana in connection with the corporate
reorganization, including a description of their respective direct
or indirect interests, by security holdings or otherwise, will be
included in the Proxy Statement/Prospectus described above when it
is filed with the SEC and Canadian securities regulatory
authorities. Additional information regarding Encana's directors
and executive officers is also included in Encana's Notice of
Annual Meeting of Shareholders and 2019 Proxy Statement, which was
filed with the SEC and Canadian securities regulatory authorities
on March 14, 2019. This document is
available free of charge as described above.
ADVISORY REGARDING FORWARD-LOOKING STATEMENTS – This news
release contains forward-looking statements or information
(collectively, "FLS") within the meaning of applicable securities
legislation, including Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. FLS include: completion of the corporate reorganization
that includes, among other things, the establishment of a new
company domiciled in the U.S. and the timing thereof; exposure to
larger pools of investment; better alignment with U.S. peers;
ability to compete in the broader market and lead the E&P
industry; and anticipated free cash flow, returning cash to
shareholders and generating liquids growth. FLS involve
assumptions, risks and uncertainties that may cause such statements
not to occur or results to differ materially. These assumptions
include: the ability to receive, in a timely manner and on
satisfactory terms, required securityholder, stock exchange and
court approvals; future commodity prices and differentials;
assumptions in corporate guidance; data contained in key modeling
statistics; availability of attractive hedges and enforceability of
risk management program; access to transportation and processing
facilities; and expectations and projections made in light of
Encana's historical experience and its perception of historical
trends. Risks and uncertainties include: ability to achieve
anticipated benefits of the corporate reorganization; receipt of
securityholder, stock exchange and court approvals and satisfaction
of other conditions; risks relating to the new company following
the reorganization, including triggering provisions in certain
agreements; publicity resulting from the reorganization and impacts
to the company's business and share price; ability to generate
sufficient cash flow to meet obligations; commodity price
volatility; ability to secure adequate transportation and potential
pipeline curtailments; timing and costs of well, facilities and
pipeline construction; business interruption, property and casualty
losses or unexpected technical difficulties; counterparty and
credit risk; impact of changes in credit rating and access to
liquidity, including ability to issue commercial paper; currency
and interest rates; risks inherent in Encana's corporate guidance;
risks that the description of the transactions in external
communications may not properly reflect the underlying legal and
tax principles of the corporate reorganization; changes in or
interpretation of laws or regulations; risks associated with
existing or potential lawsuits and regulatory actions; impact of
disputes arising with partners, including suspension of certain
obligations and inability to dispose of assets or interests in
certain arrangements; and other risks and uncertainties as
described in Encana's Annual Report on Form 10-K and Quarterly
Report on Form 10-Q and as described from time to time in Encana's
other periodic filings as filed on SEDAR and EDGAR.
Although Encana believes such FLS are reasonable, there can be
no assurance they will prove to be correct. The above assumptions,
risks and uncertainties are not exhaustive. FLS are made as of the
date hereof and, except as required by law, Encana undertakes no
obligation to update or revise any FLS.
Further information on Encana Corporation is available on the
company's website, www.encana.com, or by contacting:
Investor
contact:
(281) 210-5110
(403) 645-3550
|
Media contact: (281) 210-5253
|
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SOURCE Encana Corporation